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ESCROW AGREEMENT

Reference No.: PT-2023-00418

Dated as of January 12, 2023

among

CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company ("Buyer")

VOSS CHEMICAL INDUSTRIES, INC., a New York corporation ("Seller")

and

PINNACLE TRUST COMPANY, a New York trust company ("Escrow Agent")

Entered into in connection with that certain Asset Purchase Agreement dated November 28, 2022 (the "APA"), by and among Buyer, Seller, Frederick G. Voss, and Elena M. Voss

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RECITALS

WHEREAS (A), Buyer and Seller have entered into that certain Asset Purchase Agreement, dated as of November 28, 2022 (the "APA"), by and among Buyer, Seller, Frederick G. Voss, and Elena M. Voss (collectively, the "Seller Principals"), pursuant to which Buyer is acquiring substantially all of the assets comprising the ProShield Industrial Coatings product line (the "Business") from Seller for a base purchase price of Eighteen Million Dollars ($18,000,000) (the "Purchase Price"), consisting of (i) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in cash payable at the Closing (as defined herein), (ii) Two Million Dollars ($2,000,000) to be deposited in escrow in accordance with the terms and conditions set forth herein (the "Escrow Amount"), and (iii) contingent earnout consideration of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable in accordance with the terms and conditions of the APA;

WHEREAS (B), the APA requires, as a condition to the consummation of the transactions contemplated thereby, that the Escrow Amount of Two Million Dollars ($2,000,000) be deposited with the Escrow Agent at the Closing to secure certain indemnification obligations of Seller and the Seller Principals under Article IX of the APA, and the parties desire to set forth the terms and conditions upon which the Escrow Amount shall be held, invested, and disbursed;

WHEREAS (C), Pinnacle Trust Company has agreed to serve as Escrow Agent hereunder and to hold, invest, and distribute the Escrow Amount in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS (D), capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the APA.

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1: DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"APA" means that certain Asset Purchase Agreement, dated as of November 28, 2022, by and among Buyer, Seller, and the Seller Principals, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Buyer" means Crestline Packaging Solutions LLC, a Delaware limited liability company, with its principal offices located at 4100 Rockside Road, Suite 300, Independence, OH 44131.

"Buyer Indemnified Parties" has the meaning ascribed to such term in the APA.

"Buyer Representative" means the authorized representative of Buyer designated pursuant to Section 10.1 hereof.

"Buyer's Counsel" means Calderwood & Harkness LLP, located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036.

"Claim Notice" has the meaning set forth in Section 4.2 hereof.

"Claimed Amount" has the meaning set forth in Section 4.2(c) hereof.

"Claims" means any claims for indemnification made by Buyer Indemnified Parties pursuant to Article IX of the APA with respect to which Buyer seeks recourse against the Escrow Amount in accordance with the terms of this Agreement.

"Closing" means the closing of the transactions contemplated by the APA, to occur in the manner and at the time set forth in the APA.

"Closing Date" means the date on which the Closing actually occurs. The target Closing Date is January 16, 2023; the actual Closing Date shall be determined upon the occurrence of the Closing in accordance with the terms and conditions of the APA.

"Disputed Amount" has the meaning set forth in Section 4.3(b) hereof.

"Escrow Account" means the segregated trust account established by Escrow Agent at Pinnacle Trust Company to hold the Escrow Amount in accordance with Section 2.3 hereof.

"Escrow Agent" means Pinnacle Trust Company, a trust company duly organized and existing under the laws of the State of New York, with its principal offices located at 40 Wall Street, 16th Floor, New York, NY 10005, and any successor escrow agent appointed in accordance with Section 6.6 hereof.

"Escrow Amount" means Two Million Dollars ($2,000,000), together with all interest, dividends, and other income earned thereon, as such amount may be reduced from time to time by disbursements made in accordance with the terms of this Agreement.

"Escrow Release Date" means the date that is twelve (12) months after the Closing Date. For the avoidance of doubt, the Escrow Release Date is intended to coincide with the expiration of the survival period for general representations and warranties under Section 9.1 of the APA.

"Holdback Amount" has the meaning set forth in Section 5.2 hereof.

"Indemnification Basket" means One Hundred Eighty Thousand Dollars ($180,000), representing one percent (1%) of the Purchase Price. The Indemnification Basket operates as a tipping basket as further described in the APA, meaning that once aggregate Losses (as defined in the APA) exceed the Indemnification Basket amount, the Buyer Indemnified Parties may recover Losses from the first dollar of such Losses.

"Indemnification Cap" means Four Million Five Hundred Thousand Dollars ($4,500,000), representing twenty-five percent (25%) of the Purchase Price, which constitutes the maximum aggregate liability of Seller and the Seller Principals for indemnification obligations under Article IX of the APA (subject to the exceptions set forth therein).

"Joint Written Instructions" means a written instruction signed by both the Buyer Representative and the Seller Representative (or their respective designees as identified in accordance with Section 10.3 hereof), directing Escrow Agent to take a specified action with respect to the Escrow Amount, substantially in the form attached hereto as Exhibit C.

"Pending Claims" means Claims that have been asserted by delivery of a Claim Notice to the Escrow Agent and Seller in accordance with Section 4.2 hereof but that have not been finally resolved (whether by Joint Written Instructions, settlement, final court order, or otherwise) as of the applicable date of determination.

"Permitted Investments" has the meaning set forth in Section 3.1 hereof.

"Purchase Price" means Eighteen Million Dollars ($18,000,000), as such amount may be adjusted in accordance with the terms of the APA.

"Response Notice" has the meaning set forth in Section 4.3 hereof.

"Response Period" has the meaning set forth in Section 4.3 hereof.

"Seller" means Voss Chemical Industries, Inc., a New York corporation, with its principal offices located at 790 Niagara Falls Boulevard, Tonawanda, NY 14150.

"Seller Principals" means Frederick G. Voss and Elena M. Voss, individually.

"Seller Representative" means the authorized representative of Seller designated pursuant to Section 10.1 hereof.

"Seller's Counsel" means Langford, Crewe & Cascade Insurance Brokers, located at 120 Delaware Avenue, Suite 900, Buffalo, NY 14202.

"Trust Officer" means Rachel Underwood, Trust Officer, Pinnacle Trust Company, or such other officer of Pinnacle Trust Company as may be designated from time to time by Escrow Agent by written notice to Buyer and Seller.

Section 1.2 Rules of Construction. Unless the context otherwise requires: (a) the singular includes the plural and the plural includes the singular; (b) references to any gender include each other gender; (c) the words "include," "includes," and "including" are not limiting; (d) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the sections, articles, schedules, and exhibits of this Agreement; and (e) references to "days" mean calendar days unless "business days" are expressly specified.

ARTICLE 2: ESTABLISHMENT OF ESCROW; DEPOSIT

Section 2.1 Appointment of Escrow Agent. Buyer and Seller hereby appoint Pinnacle Trust Company as Escrow Agent under this Agreement, and Escrow Agent hereby accepts such appointment, subject to the terms and conditions set forth herein. This engagement shall be identified and tracked under Reference No. PT-2023-00418. Escrow Agent agrees to hold, invest, and disburse the Escrow Amount solely in accordance with the terms and conditions of this Agreement. Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein, and no implied duties or obligations shall be read into this Agreement.

Section 2.2 Deposit of Escrow Amount. On the Closing Date, Buyer shall cause the sum of Two Million Dollars ($2,000,000) to be deposited by wire transfer of immediately available funds into the Escrow Account established by Escrow Agent, in accordance with the wire transfer instructions set forth in Schedule A attached hereto and incorporated herein by reference. The Escrow Amount represents a portion of the Purchase Price payable by Buyer to Seller under the APA and shall be held, invested, and disbursed by Escrow Agent solely in accordance with the terms and conditions of this Agreement. Escrow Agent shall promptly notify Buyer and Seller in writing upon receipt of the Escrow Amount into the Escrow Account. In the event that the Escrow Amount is not received by the Escrow Agent within two (2) business days following the Closing Date, Escrow Agent shall promptly notify Buyer and Seller of such non-receipt, and Escrow Agent shall have no liability or obligation with respect to any failure of Buyer to fund the Escrow Account.

Section 2.3 Escrow Account. Escrow Agent shall establish and maintain a segregated escrow account at Pinnacle Trust Company, which shall be designated as "Pinnacle Trust Company, as Escrow Agent — Crestline/Voss Escrow, Ref: PT-2023-00418." The Escrow Account shall be maintained separate and apart from the general funds and assets of Escrow Agent and from the funds and assets of any other escrow or trust account administered by Escrow Agent. The Escrow Amount shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any party hereto (other than as expressly set forth in Section 7.3 hereof), and Escrow Agent shall not voluntarily grant any security interest in, or otherwise encumber, the Escrow Account or the Escrow Amount.

Section 2.4 Tax Identification. For all federal, state, and local tax reporting purposes, the Escrow Amount and any income earned thereon shall be treated as owned by Seller. Seller's Employer Identification Number is 16-2847103. Seller shall be solely responsible for the timely payment of all income taxes, if any, on any interest, dividends, or other investment earnings accruing on or credited to the Escrow Amount. Escrow Agent shall report all income earned on the Escrow Amount to the Internal Revenue Service and applicable state and local taxing authorities under Seller's taxpayer identification number (EIN: 16-2847103). Seller shall provide Escrow Agent with a properly completed Internal Revenue Service Form W-9 (or any successor form) on or prior to the Closing Date and shall update such form as necessary to reflect any changes. In the event that Seller fails to provide a properly completed Form W-9, Escrow Agent shall be authorized to withhold taxes from earnings on the Escrow Amount to the extent required by applicable law, and Escrow Agent shall have no liability to Seller or any other party with respect to such withholding.

ARTICLE 3: INVESTMENT OF ESCROW FUNDS

Section 3.1 Investment Direction. Escrow Agent shall invest and reinvest the Escrow Amount and any earnings thereon in one or more of the following permitted investments (collectively, "Permitted Investments") as jointly directed in writing by Buyer and Seller, or, in the absence of such joint written direction within five (5) business days following the deposit of the Escrow Amount (or following the maturity or liquidation of any prior Permitted Investment), as selected by Escrow Agent in its sole discretion from the following:

(a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills, notes, and bonds), in each case maturing within ninety (90) days of the date of acquisition;

(b) Money market deposit accounts or certificates of deposit issued by any commercial bank organized under the laws of the United States of America, any state thereof, or the District of Columbia, which has combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000), in each case maturing within ninety (90) days of the date of acquisition;

(c) Money market mutual funds that are registered under the Investment Company Act of 1940, as amended, and that are rated at least "AAAm" (or the equivalent rating) by a nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended);

(d) Such other investments as may be jointly directed in writing by Buyer and Seller, provided that Escrow Agent may, in its sole discretion, decline to invest in any such other investment if Escrow Agent determines that such investment is not appropriate for an escrow account of this nature.

In the absence of any investment direction from Buyer and Seller, and pending the receipt of such direction, Escrow Agent may hold the Escrow Amount in the money market deposit account maintained by Pinnacle Trust Company at such rates of interest as may be in effect from time to time for escrow accounts of a similar nature.

Section 3.2 Investment Earnings. All interest, dividends, and other income earned on the Escrow Amount (collectively, "Investment Earnings") shall be added to and become a part of the Escrow Amount for all purposes of this Agreement, including for purposes of the definitions of "Escrow Amount" and "Holdback Amount" set forth herein and for purposes of the disbursement provisions set forth in Articles 4 and 5 hereof. Investment Earnings shall be disbursed together with the principal of the Escrow Amount in accordance with the applicable provisions of this Agreement.

Section 3.3 Investment Risk. Buyer and Seller acknowledge and agree that Escrow Agent shall not be liable or responsible for any loss of principal or income resulting from any investment or reinvestment of the Escrow Amount made in accordance with the provisions of this Article 3, including, without limitation, any losses resulting from market fluctuations, changes in interest rates, the default or insolvency of any issuer, depository institution, or counterparty, or any decline in the value of any Permitted Investment. Buyer and Seller further acknowledge that Escrow Agent is not acting as an investment advisor and makes no representations or warranties with respect to the rate of return, performance, or credit quality of any Permitted Investment.

Section 3.4 Liquidation. Escrow Agent is hereby authorized and directed to sell, redeem, or liquidate any Permitted Investments held in the Escrow Account as necessary to make any disbursement required under this Agreement, without regard to any investment loss, early withdrawal penalty, or other cost that may result from such sale, redemption, or liquidation. Escrow Agent shall not be liable for any diminution in value of the Escrow Amount resulting from such liquidation. To the extent that any Permitted Investment matures or is liquidated and the proceeds thereof are not immediately required for disbursement, Escrow Agent shall reinvest such proceeds in Permitted Investments in accordance with Section 3.1 hereof.

ARTICLE 4: CLAIMS PROCEDURES; DISBURSEMENT OF ESCROW AMOUNT UPON CLAIMS

Section 4.1 Indemnification Claims Under the APA. The parties hereby acknowledge and agree that the Escrow Amount secures the indemnification obligations of Seller and the Seller Principals under Article IX of the APA, including, without limitation, obligations arising from breaches of representations, warranties, covenants, and agreements of Seller and the Seller Principals set forth therein. The parties further acknowledge that:

(i) the Indemnification Basket under the APA is One Hundred Eighty Thousand Dollars ($180,000), representing one percent (1%) of the Purchase Price, and such basket operates as a "tipping basket," such that once the aggregate amount of Losses (as defined in the APA) incurred by the Buyer Indemnified Parties equals or exceeds the Indemnification Basket amount, the Buyer Indemnified Parties shall be entitled to recover all such Losses from the first dollar thereof (and not merely the excess over the Indemnification Basket); and

(ii) the aggregate Indemnification Cap for all Claims under the APA (other than claims arising from Fundamental Representations (as defined in the APA) and claims based on fraud) is Four Million Five Hundred Thousand Dollars ($4,500,000), representing twenty-five percent (25%) of the Purchase Price, of which the Escrow Amount constitutes a portion but does not represent the maximum exposure of Seller and the Seller Principals.

For the avoidance of doubt, the Escrow Amount is not the exclusive source of recovery for the Buyer Indemnified Parties under the APA, and nothing herein shall be construed to limit the rights of the Buyer Indemnified Parties to seek indemnification directly from Seller or the Seller Principals in accordance with the terms of the APA to the extent that the Escrow Amount is insufficient to satisfy any Claim.

Section 4.2 Delivery of Claim Notice. To assert a Claim against the Escrow Amount, Buyer shall deliver a written claim notice (a "Claim Notice") to the Escrow Agent and to Seller (with a copy to Seller's Counsel) in the form attached hereto as Exhibit A, setting forth in reasonable detail:

(a) a description of the Claim, including the nature of the alleged breach, loss, or liability giving rise to such Claim;

(b) the specific provision(s) of the APA under which the Claim arises (including identification of the representation, warranty, covenant, or agreement alleged to have been breached);

(c) the dollar amount of the Claim (or, if such amount has not been finally determined as of the date of the Claim Notice, a good faith estimate of the anticipated amount of such Claim) (the "Claimed Amount"); and

(d) a statement as to whether the Claim arises from or relates to a claim, demand, suit, proceeding, or action asserted by any third party against any Buyer Indemnified Party (a "Third-Party Claim"), and, if so, a reasonable description of such Third-Party Claim and the status thereof.

A Claim Notice may be delivered at any time on or prior to the Escrow Release Date (or, with respect to Claims relating to Fundamental Representations or fraud, at any time prior to the expiration of the applicable survival period set forth in the APA). A Claim Notice that is deficient in any material respect may be supplemented by Buyer by delivery of a supplemental Claim Notice to Escrow Agent and Seller; provided that any such supplement shall not extend the Response Period applicable to the original Claim Notice except with respect to new matters raised in such supplement.

Section 4.3 Response Period. Seller shall have thirty (30) calendar days following receipt of a Claim Notice (the "Response Period") to deliver a written response (a "Response Notice") to the Escrow Agent and to Buyer (with a copy to Buyer's Counsel) in the form attached hereto as Exhibit B, setting forth either:

(a) an acceptance of the Claim in whole or in part, specifying the amount that Seller agrees is properly payable from the Escrow Amount; or

(b) an objection to the Claim in whole or in part, specifying in reasonable detail the factual and legal grounds for such objection and the amount, if any, that Seller contends is not properly payable from the Escrow Amount (the "Disputed Amount").

If Seller fails to deliver a Response Notice within the Response Period, Seller shall be deemed to have accepted the Claim in its entirety, and the Claimed Amount shall be treated as an undisputed amount for purposes of Section 4.4 hereof.

Section 4.4 Payment of Undisputed Claims. In the event that Seller delivers a Response Notice accepting the Claim in whole, or in the event that Seller fails to deliver a Response Notice within the Response Period (in which case the Claim shall be deemed accepted), Escrow Agent shall, within five (5) business days following the earlier of (i) Escrow Agent's receipt of Seller's Response Notice accepting the Claim and (ii) the expiration of the Response Period, disburse the Claimed Amount (or the accepted portion thereof, as applicable) from the Escrow Account to Buyer by wire transfer of immediately available funds to the account designated in Schedule B attached hereto. In no event shall the amount disbursed to Buyer pursuant to this Section 4.4 exceed the then-remaining balance of the Escrow Account.

Section 4.5 Payment of Partially Disputed Claims. If Seller delivers a Response Notice accepting a portion of the Claimed Amount and disputing the remainder, Escrow Agent shall, within five (5) business days following receipt of such Response Notice, disburse the undisputed portion of the Claimed Amount to Buyer by wire transfer of immediately available funds to the account designated in Schedule B hereto. Escrow Agent shall retain the Disputed Amount in the Escrow Account pending resolution of such dispute in accordance with Section 4.7 hereof. In no event shall the undisputed amount disbursed to Buyer pursuant to this Section 4.5 exceed the then-remaining balance of the Escrow Account.

Section 4.6 Fully Disputed Claims. In the event that Seller delivers a Response Notice objecting to the entirety of the Claimed Amount, Escrow Agent shall retain the full Claimed Amount in the Escrow Account pending resolution of such dispute in accordance with Section 4.7 hereof. Escrow Agent shall not disburse any portion of the Claimed Amount unless and until it receives Joint Written Instructions or a final, non-appealable order of a court of competent jurisdiction directing such disbursement.

Section 4.7 Resolution of Disputes.

(a) Good Faith Negotiation. Buyer and Seller shall attempt in good faith to resolve any Disputed Amount by negotiation for a period of thirty (30) calendar days following Escrow Agent's receipt of the Response Notice giving rise to such Disputed Amount. During such negotiation period, the authorized representatives of Buyer and Seller designated in Section 10.1 hereof (or their respective designees) shall meet and confer (in person, by telephone, or by videoconference, as mutually agreed) at least once during such period to discuss the Disputed Amount and attempt to reach a resolution.

(b) Binding Resolution. If Buyer and Seller are unable to resolve the Disputed Amount within the thirty (30)-day negotiation period set forth in clause (a) above, either party may submit the dispute to binding resolution in accordance with the dispute resolution provisions set forth in the APA, including, without limitation, submission to binding arbitration or litigation before the courts of competent jurisdiction in the State of New York, as applicable under the terms of the APA and this Agreement. The prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, to the extent permitted by the APA.

(c) Disbursement Upon Resolution. Upon receipt of Joint Written Instructions or a certified copy of a final, non-appealable order, judgment, or decree of a court of competent jurisdiction (or an arbitral award confirmed by a court of competent jurisdiction, as applicable) directing the disposition of the Disputed Amount (or any portion thereof), Escrow Agent shall disburse the applicable amount from the Escrow Account in accordance with such Joint Written Instructions or court order within five (5) business days of receipt thereof.

Section 4.8 Escrow Agent's Role in Disputes. Escrow Agent shall have no duty, obligation, or responsibility to resolve, adjudicate, or mediate any dispute between Buyer and Seller regarding any Claim, Claimed Amount, Disputed Amount, or any other matter arising under the APA or this Agreement. Escrow Agent shall act solely upon receipt of Joint Written Instructions or a final, non-appealable order of a court of competent jurisdiction and shall not be required or expected to determine the merits, validity, or propriety of any Claim or any objection thereto. Escrow Agent shall not be liable or responsible for any delay in the disbursement of the Escrow Amount resulting from any dispute between Buyer and Seller.

ARTICLE 5: RELEASE OF ESCROW AMOUNT

Section 5.1 Scheduled Release. On the Escrow Release Date (i.e., the date that is twelve (12) months after the Closing Date), Escrow Agent shall release and disburse the Escrow Amount (together with all accrued and unpaid Investment Earnings thereon) then remaining in the Escrow Account to Seller by wire transfer of immediately available funds to the account designated in Schedule C attached hereto; provided, however, that such release and disbursement shall be subject to the holdback provisions set forth in Sections 5.2 and 5.3 hereof. For purposes of illustration, if the Closing Date is January 20, 2023, the Escrow Release Date would be January 20, 2024. The twelve (12)-month escrow period is intended to coincide with the expiration of the survival period for general representations and warranties of Seller under the APA.

Buyer shall deliver written confirmation to Escrow Agent, no later than five (5) business days prior to the Escrow Release Date, specifying whether any Claims are pending as of such date and identifying any Pending Claims. In the event Buyer fails to deliver such written confirmation, Escrow Agent shall be entitled (but not required) to send written notice to Buyer requesting such confirmation, and Escrow Agent may delay the release of the Escrow Amount for up to ten (10) business days pending receipt of such confirmation. If Buyer fails to respond within such additional period, Escrow Agent shall release the Escrow Amount to Seller in accordance with this Section 5.1.

Section 5.2 Holdback for Pending Claims. If, as of the Escrow Release Date, there are any Pending Claims (i.e., Claims that have been asserted by delivery of a Claim Notice in accordance with Section 4.2 hereof but that have not been finally resolved as of such date), Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate Claimed Amounts of all such Pending Claims (the "Holdback Amount"). The Holdback Amount shall continue to be held, invested, and administered by Escrow Agent in accordance with the terms of this Agreement. The remainder of the Escrow Amount (if any) in excess of the Holdback Amount (including any Investment Earnings allocable thereto) shall be released and disbursed to Seller on the Escrow Release Date in accordance with Section 5.1 hereof.

For the avoidance of doubt, if the aggregate Claimed Amounts of all Pending Claims equal or exceed the then-remaining balance of the Escrow Account, no portion of the Escrow Amount shall be released to Seller on the Escrow Release Date, and the entire remaining balance of the Escrow Account shall constitute the Holdback Amount.

Section 5.3 Subsequent Release of Holdback Amount. As each Pending Claim is finally resolved (whether by delivery of Joint Written Instructions, settlement, mutual agreement, or by a final, non-appealable order, judgment, or decree of a court of competent jurisdiction):

(a) Escrow Agent shall disburse the resolved Claimed Amount (or such portion thereof as is specified in the applicable Joint Written Instructions or court order) to Buyer or Seller, as applicable, within five (5) business days following Escrow Agent's receipt of Joint Written Instructions or a certified copy of such final court order directing such disbursement; and

(b) Any portion of the Holdback Amount that is not required to satisfy the resolved Claim (including any excess over the amount finally determined to be owed to Buyer, if applicable) shall be released and disbursed to Seller by wire transfer of immediately available funds to the account designated in Schedule C hereto, promptly following the resolution of such Pending Claim, and in any event within five (5) business days of such resolution.

Section 5.4 Final Release. Once all Pending Claims have been finally resolved and all disbursements required pursuant to this Article 5 and Article 4 hereof have been made, Escrow Agent shall release any remaining balance of the Escrow Amount (including all accrued and unpaid Investment Earnings thereon) to Seller by wire transfer of immediately available funds to the account designated in Schedule C hereto, within five (5) business days following the final resolution of the last Pending Claim. Upon such final disbursement, the Escrow Account shall be closed and terminated, and Escrow Agent shall have no further obligations or liability under this Agreement (except as expressly provided in Article 11 with respect to surviving provisions).

Section 5.5 Early Release. At any time prior to the Escrow Release Date, Buyer and Seller may deliver Joint Written Instructions to Escrow Agent directing Escrow Agent to release all or any specified portion of the Escrow Amount to Seller (or to such other party or account as may be specified in such Joint Written Instructions). Upon receipt of such Joint Written Instructions, Escrow Agent shall comply with such instructions and disburse the specified amount within five (5) business days of receipt thereof by wire transfer of immediately available funds to the account designated in such Joint Written Instructions. Any early release of the Escrow Amount shall not affect the rights of Buyer to assert Claims with respect to the remaining Escrow Amount in accordance with Article 4 hereof.

ARTICLE 6: ESCROW AGENT'S DUTIES, RIGHTS, AND PROTECTIONS

Section 6.1 Duties Limited. Escrow Agent's duties and obligations under this Agreement shall be limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent undertakes to perform only such duties as are specifically provided for herein, and no implied duties, covenants, or obligations shall be read into this Agreement against or on the part of Escrow Agent. Escrow Agent shall not be deemed a fiduciary of Buyer, Seller, the Seller Principals, or any other person or entity, except in its limited capacity as escrow agent with respect to the Escrow Amount as expressly set forth herein. Escrow Agent has no duty or obligation to enforce any obligation of any person under the APA or any other agreement or instrument, and Escrow Agent shall not be bound by or deemed to have notice of any provision of the APA or any other agreement between Buyer and Seller (other than this Agreement) unless and until a copy of such provision is delivered to Escrow Agent and Escrow Agent expressly agrees in writing to be bound thereby.

Section 6.2 Reliance on Documents. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, request, certificate, direction, or other document or communication believed by it in good faith to be genuine and to have been signed or presented by the proper person or persons. Escrow Agent shall not be required to make any independent investigation or inquiry into the facts or matters stated in any such document or communication and shall not be required to inquire into the authority of any person executing or delivering the same.

Section 6.3 No Investigation. Escrow Agent shall not be required to investigate, determine, or take cognizance of any event of default, breach, or nonperformance under the APA or any other agreement between or among Buyer, Seller, or the Seller Principals, and shall not be required to verify, confirm, or otherwise investigate the accuracy, completeness, or validity of any statement, representation, certification, or other information contained in any Claim Notice, Response Notice, Joint Written Instructions, or other document delivered to Escrow Agent pursuant to this Agreement. Escrow Agent shall be entitled to assume that all statements and representations contained in any such document are true and correct absent actual knowledge to the contrary.

Section 6.4 Conflicting Claims; Interpleader. In the event that Escrow Agent receives conflicting claims, demands, or instructions with respect to the Escrow Amount, or in the event that Escrow Agent is in doubt or uncertainty as to its duties, rights, or obligations under this Agreement, Escrow Agent may, in its sole discretion and at its option:

(a) refrain from taking any action whatsoever (other than to continue to safekeep the Escrow Amount and to invest the same in accordance with Article 3 hereof) until such conflicting claims, demands, or instructions are resolved to Escrow Agent's reasonable satisfaction by Joint Written Instructions or by a final, non-appealable order, judgment, or decree of a court of competent jurisdiction; or

(b) deposit or interplead the Escrow Amount (or any portion thereof that is the subject of such conflict or uncertainty) into the registry of any court of competent jurisdiction in the State of New York located in the County of New York (or the United States District Court for the Southern District of New York) by way of a bill or action of interpleader, in which case Escrow Agent shall thereupon be fully released and discharged from all further obligations, duties, and liabilities under this Agreement with respect to the Escrow Amount so deposited.

The costs and expenses of any interpleader action (including reasonable attorneys' fees and court costs) shall be borne jointly and severally by Buyer and Seller and shall be reimbursed to Escrow Agent in accordance with Section 7.2 hereof.

Section 6.5 Legal Counsel. Escrow Agent may consult with its own legal counsel (which may be internal counsel or outside counsel) at any time in connection with any question, dispute, or uncertainty arising under or in connection with this Agreement, and Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith upon the advice of such counsel. The reasonable fees and expenses of such counsel shall be reimbursable expenses under Section 7.2 hereof.

Section 6.6 Successor Escrow Agent. Escrow Agent may resign at any time by giving not less than thirty (30) days' prior written notice of such resignation to Buyer and Seller. Upon receipt of such notice, Buyer and Seller shall jointly appoint a successor escrow agent within such thirty (30)-day notice period. If Buyer and Seller fail to appoint a successor escrow agent within such thirty (30)-day period, Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent, or may deposit the Escrow Amount into the registry of such court, and Escrow Agent shall thereupon be fully released and discharged from all further obligations, duties, and liabilities under this Agreement. Any successor escrow agent appointed hereunder shall have all of the rights, powers, duties, and obligations of Escrow Agent under this Agreement, and all references herein to "Escrow Agent" shall be deemed to include such successor escrow agent. The appointment of a successor escrow agent shall be effective upon the successor's written acceptance of such appointment and receipt of the Escrow Amount transferred from the predecessor Escrow Agent.

ARTICLE 7: ESCROW AGENT FEES AND EXPENSES

Section 7.1 Fees. Buyer and Seller shall each pay one-half (50%) of the Escrow Agent's fees for its services under this Agreement, as set forth in the fee schedule attached hereto as Schedule D. Such fees include, without limitation:

(a) an initial acceptance and setup fee, payable upon execution of this Agreement;

(b) an annual administration fee, payable in advance on the Closing Date and on each anniversary thereof during the term of this Agreement; and

In the event that either Buyer or Seller fails to pay its share of the Escrow Agent's fees when due, the other party may (but shall not be obligated to) pay such amount on behalf of the defaulting party, and the defaulting party shall reimburse the paying party for such amount within ten (10) business days of written demand therefor.

Section 7.2 Expenses. Buyer and Seller shall jointly and equally reimburse Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, reasonable legal fees and expenses (whether of internal or outside counsel), court costs, filing fees, expenses incurred in connection with any interpleader action, and other costs and charges reasonably incurred in connection with the administration of the Escrow Account. Escrow Agent shall provide Buyer and Seller with reasonable documentation of such expenses upon request.

Section 7.3 Lien. Escrow Agent shall have a first-priority lien on the Escrow Amount (including Investment Earnings thereon) for its unpaid fees and expenses hereunder; provided, however, that Escrow Agent shall provide not less than ten (10) business days' prior written notice to Buyer and Seller before exercising any such lien, and Buyer and Seller shall have the opportunity to cure any payment default within such notice period before Escrow Agent may exercise its lien rights. The exercise of any such lien shall be without prejudice to Escrow Agent's right to seek reimbursement directly from Buyer and Seller in accordance with Sections 7.1 and 7.2 hereof.

ARTICLE 8: INDEMNIFICATION OF ESCROW AGENT; LIMITATION OF LIABILITY

Section 8.1 Indemnification by Buyer and Seller. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, costs, damages, claims, liabilities, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Escrow Agent Losses") arising out of or in connection with this Agreement, the Escrow Account, or the Escrow Agent's acceptance of its appointment or performance of (or failure to perform) its duties hereunder, except to the extent that such Escrow Agent Losses are finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) to have been caused by Escrow Agent's own gross negligence, willful misconduct, or bad faith. This indemnification obligation shall survive the resignation or removal of Escrow Agent and the termination of this Agreement.

Section 8.2 Limitation of Liability. Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in accordance with the terms of this Agreement, or for any error of judgment made in good faith by any officer or employee of Escrow Agent, or for any loss or damage to the Escrow Amount (or any portion thereof) resulting from Escrow Agent's compliance with the terms and conditions of this Agreement. In no event shall Escrow Agent be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages of any kind (including lost profits, lost revenue, or lost business opportunities), regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether Escrow Agent has been advised of the possibility of such damages.

Section 8.3 No Liability for Acts of Others. Escrow Agent shall not be responsible or liable for the acts, omissions, defaults, or insolvency of any depository institution, custodian, sub-custodian, issuer, clearing organization, or other third party employed, engaged, or utilized in connection with the investment, safekeeping, or administration of the Escrow Amount or any portion thereof, provided that Escrow Agent has acted in accordance with the investment provisions set forth in Section 3.1 hereof and has not itself acted with gross negligence, willful misconduct, or bad faith in selecting or supervising such third party.

Section 8.4 Force Majeure. Escrow Agent shall not be liable for any delays or failures in the performance of its duties or obligations under this Agreement resulting from acts of God, fire, flood, earthquake, hurricane, or other natural disasters, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, government order, law, or action, national or regional emergency, epidemics, pandemics, strikes, work stoppages, or other labor disputes, failure or disruption of communication or power systems, failure of computer or electronic equipment or software, or other events or circumstances beyond Escrow Agent's reasonable control, regardless of the foreseeability of such event or circumstance.

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations of Buyer. Buyer hereby represents and warrants to Escrow Agent and Seller as of the date hereof and as of the Closing Date as follows:

(a) Organization and Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Authority. Buyer has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary limited liability company action on the part of Buyer, and no other proceedings on the part of Buyer are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery, and performance of this Agreement by Buyer do not and will not (i) violate, conflict with, or result in a breach of, any provision of Buyer's certificate of formation or limited liability company agreement, (ii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to Buyer, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, amendment, acceleration, or cancellation of, any material agreement or instrument to which Buyer is a party or by which Buyer or its properties are bound.

Section 9.2 Representations of Seller. Seller hereby represents and warrants to Escrow Agent and Buyer as of the date hereof and as of the Closing Date as follows:

(a) Organization and Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

(b) Authority. Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller, including approval by Seller's board of directors, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery, or performance of this Agreement.

(c) Enforceability. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(d) No Conflicts. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) violate, conflict with, or result in a breach of, any provision of Seller's certificate of incorporation or bylaws, (ii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to Seller, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, amendment, acceleration, or cancellation of, any material agreement or instrument to which Seller is a party or by which Seller or its properties are bound.

Section 9.3 Representations of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and Seller as of the date hereof as follows:

(a) Organization and Standing. Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of New York, and is authorized to act as an escrow agent and to perform fiduciary and trust functions under the laws of the State of New York.

(b) Authority. Escrow Agent has all requisite power and authority to enter into this Agreement and to perform its duties and obligations hereunder. The execution, delivery, and performance of this Agreement by Escrow Agent have been duly authorized by all necessary action on the part of Escrow Agent.

(c) Enforceability. This Agreement has been duly and validly executed and delivered by Escrow Agent and constitutes a legal, valid, and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

ARTICLE 10: AUTHORIZED REPRESENTATIVES; NOTICES

Section 10.1 Authorized Representatives. Each party hereby designates the following individuals as its authorized representatives for purposes of delivering and receiving all notices, Claim Notices, Response Notices, Joint Written Instructions, and other communications under this Agreement:

Buyer Representative:

Derek Amato, General Counsel Crestline Packaging Solutions LLC 4100 Rockside Road, Suite 300 Independence, OH 44131 Telephone: (216) 555-8200

Email: damato@crestlinepackaging.com

with a copy (which shall not constitute notice) to:

Harrison Wexford, Esq. Calderwood & Harkness LLP 1114 Avenue of the Americas, 32nd Floor New York, NY 10036 Telephone: (212) 555-6400

Email: hwexford@calderwoodharkness.com

Seller Representative:

Frederick G. Voss, President Voss Chemical Industries, Inc. 790 Niagara Falls Boulevard Tonawanda, NY 14150 Telephone: (716) 555-3100

Email: fvoss@vosschemical.com

with a copy (which shall not constitute notice) to:

Patricia Okonkwo, Esq. Langford, Crewe & Cascade Insurance Brokers 120 Delaware Avenue, Suite 900 Buffalo, NY 14202 Telephone: (716) 555-7800

Email: pokonkwo@lcmlaw.com

Escrow Agent Representative:

Rachel Underwood, Trust Officer Pinnacle Trust Company 40 Wall Street, 16th Floor New York, NY 10005 Telephone: (212) 555-9300

Email: runderwood@pinnacletrust.com

Section 10.2 Manner of Notices. All notices, instructions, requests, demands, Claim Notices, Response Notices, Joint Written Instructions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective:

(a) when delivered personally (including by messenger or courier), upon receipt;

(b) when sent by certified or registered mail, return receipt requested, postage prepaid, through the United States Postal Service, three (3) business days after deposit in the United States mail;

(c) when sent by nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), one (1) business day after deposit with such courier service, with delivery charges prepaid; or

(d) when sent by electronic mail (email), upon transmission, provided that the sender receives electronic confirmation of receipt (e.g., read receipt or reply acknowledgment from the recipient) and that a copy of such notice is sent concurrently by one of the methods described in clauses (a), (b), or (c) above;

in each case, to the addresses and attention lines set forth in Section 10.1 hereof, or to such other address or attention line as a party may from time to time designate by written notice to the other parties in accordance with this Section 10.2.

Section 10.3 Change of Representatives. Any party may change its authorized representative or notice address by providing not less than five (5) business days' prior written notice to the other parties hereto in accordance with Section 10.2 hereof, specifying the name, title, address, telephone number, and email address of the new authorized representative or the new notice address, as applicable. Such change shall be effective upon receipt of such notice by the other parties.

ARTICLE 11: TERMINATION

Section 11.1 Termination. This Agreement shall terminate automatically and without further action by any party upon the final distribution and disbursement of all funds (including principal and Investment Earnings) held in the Escrow Account in accordance with the terms and conditions set forth herein. Upon such termination, the Escrow Account shall be closed, and Escrow Agent shall provide written confirmation of such closure to Buyer and Seller within five (5) business days.

Section 11.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 11.1, the following provisions shall survive such termination and shall remain in full force and effect: Article 7 (Escrow Agent Fees and Expenses), Article 8 (Indemnification of Escrow Agent; Limitation of Liability), and Article 12 (General Provisions). In addition, any rights, obligations, or liabilities of any party that have accrued prior to the date of termination shall survive such termination.

ARTICLE 12: GENERAL PROVISIONS

Section 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 12.2 Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the United States District Court for the Southern District of New York for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action, or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process upon such party by mail in accordance with Section 10.2 hereof shall be deemed effective service of process.

Section 12.3 Entire Agreement. This Agreement, together with the APA and the other Transaction Documents (as defined in the APA), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, agreements, understandings, and arrangements (whether written or oral) among the parties with respect to such subject matter. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the APA with respect to the Escrow Amount, the terms and conditions of this Agreement shall govern and control as between the parties hereto (including Escrow Agent), without prejudice to the rights and obligations of Buyer and Seller under the APA as between themselves.

Section 12.4 Amendments; Waivers. This Agreement may not be amended, supplemented, modified, or waived, in whole or in part, except by a written instrument duly executed by all three parties hereto (Buyer, Seller, and Escrow Agent). No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any other rights or remedies available at law or in equity.

Section 12.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign, delegate, or transfer its rights, interests, or obligations under this Agreement without the prior written consent of the other parties hereto; provided, however, that Buyer may, without the consent of Seller or Escrow Agent, assign or pledge its rights (but not its obligations) under this Agreement to (i) any affiliate of Buyer (including any direct or indirect parent entity or subsidiary), or (ii) Great Lakes Commerce Bank, N.A. (or any successor administrative agent), in its capacity as administrative agent under Buyer's senior secured credit facility, as collateral security for the obligations of Buyer under such credit facility. Any such assignment or pledge shall not relieve Buyer of its obligations under this Agreement. Any purported assignment in violation of this Section 12.5 shall be null and void.

Section 12.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions shall continue in full force and effect and the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.

Section 12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature format complying with the U.S. federal ESIGN Act of 2000, the New York Electronic Signatures and Records Act, or other applicable law), or other transmission method, and any counterpart so delivered shall be deemed to be duly and validly delivered and shall be valid and effective for all purposes. Electronic signatures shall be deemed original signatures for all purposes of this Agreement.

Section 12.8 No Third-Party Beneficiaries. Except as expressly provided herein with respect to the Escrow Agent Indemnified Parties under Section 8.1 and the Buyer Indemnified Parties as contemplated by the APA, nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.

Section 12.9 Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of any provision of this Agreement.

Section 12.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW ACCOUNT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 12.10.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.

CRESTLINE PACKAGING SOLUTIONS LLC (Buyer)

By: ________

Name: Thomas R. Ellison

Title: Chief Executive Officer

Date: January 12, 2023

VOSS CHEMICAL INDUSTRIES, INC. (Seller)

By: ________

Name: Frederick G. Voss

Title: President

Date: January 12, 2023

PINNACLE TRUST COMPANY (Escrow Agent)

By: ________

Name: Rachel Underwood

Title: Trust Officer

Date: January 12, 2023

SCHEDULE A

ESCROW ACCOUNT WIRE TRANSFER INSTRUCTIONS (For Deposit of Escrow Amount)

The following wire transfer instructions shall be used by Buyer to deposit the Escrow Amount into the Escrow Account on the Closing Date:

Note: Buyer shall notify Escrow Agent (Attention: Rachel Underwood) and Seller by email on the Closing Date upon initiation of the wire transfer. Escrow Agent shall confirm receipt of funds to both Buyer and Seller promptly upon receipt.

SCHEDULE B

BUYER WIRE TRANSFER INSTRUCTIONS (For Claim Disbursements to Buyer)

The following wire transfer instructions shall be used by Escrow Agent for all disbursements from the Escrow Account to Buyer in connection with Claims:

Note: Buyer may update the foregoing wire transfer instructions by delivering written notice to Escrow Agent and Seller in accordance with Section 10.2 of the Agreement, signed by Buyer's authorized representative, at least five (5) business days prior to the requested effective date of such change.

SCHEDULE C

SELLER WIRE TRANSFER INSTRUCTIONS (For Escrow Release to Seller)

The following wire transfer instructions shall be used by Escrow Agent for all disbursements from the Escrow Account

ESCROW AGREEMENT
Reference No.: PT-2023-00418
Dated as of January 12, 2023
among
CRESTLINE PACKAGING SOLUTIONS LLC, a Delaware limited liability company ("Buyer")
VOSS CHEMICAL INDUSTRIES, INC., a New York corporation ("Seller")
and
PINNACLE TRUST COMPANY, a New York trust company ("Escrow Agent")
Entered into in connection with that certain Asset Purchase Agreement dated November 28, 2022 (the "APA"), by and among Buyer, Seller, Frederick G. Voss, and Elena M. Voss
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RECITALS
WHEREAS (A), Buyer and Seller have entered into that certain Asset Purchase Agreement, dated as of November 28, 2022 (the "APA"), by and among Buyer, Seller, Frederick G. Voss, and Elena M. Voss (collectively, the "Seller Principals"), pursuant to which Buyer is acquiring substantially all of the assets comprising the ProShield Industrial Coatings product line (the "Business") from Seller for a base purchase price of Eighteen Million Dollars ($18,000,000) (the "Purchase Price"), consisting of (i) Fourteen Million Five Hundred Thousand Dollars ($14,500,000) in cash payable at the Closing (as defined herein), (ii) Two Million Dollars ($2,000,000) to be deposited in escrow in accordance with the terms and conditions set forth herein (the "Escrow Amount"), and (iii) contingent earnout consideration of up to Three Million Five Hundred Thousand Dollars ($3,500,000), payable in accordance with the terms and conditions of the APA;
WHEREAS (B), the APA requires, as a condition to the consummation of the transactions contemplated thereby, that the Escrow Amount of Two Million Dollars ($2,000,000) be deposited with the Escrow Agent at the Closing to secure certain indemnification obligations of Seller and the Seller Principals under Article IX of the APA, and the parties desire to set forth the terms and conditions upon which the Escrow Amount shall be held, invested, and disbursed;
WHEREAS (C), Pinnacle Trust Company has agreed to serve as Escrow Agent hereunder and to hold, invest, and distribute the Escrow Amount in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS (D), capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the APA.
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1: DEFINITIONS
Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"APA" means that certain Asset Purchase Agreement, dated as of November 28, 2022, by and among Buyer, Seller, and the Seller Principals, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Buyer" means Crestline Packaging Solutions LLC, a Delaware limited liability company, with its principal offices located at 4100 Rockside Road, Suite 300, Independence, OH 44131.
"Buyer Indemnified Parties" has the meaning ascribed to such term in the APA.
"Buyer Representative" means the authorized representative of Buyer designated pursuant to Section 10.1 hereof.
"Buyer's Counsel" means Calderwood & Harkness LLP, located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036.
"Claim Notice" has the meaning set forth in Section 4.2 hereof.
"Claimed Amount" has the meaning set forth in Section 4.2(c) hereof.
"Claims" means any claims for indemnification made by Buyer Indemnified Parties pursuant to Article IX of the APA with respect to which Buyer seeks recourse against the Escrow Amount in accordance with the terms of this Agreement.
"Closing" means the closing of the transactions contemplated by the APA, to occur in the manner and at the time set forth in the APA.
"Closing Date" means the date on which the Closing actually occurs. The target Closing Date is January 16, 2023; the actual Closing Date shall be determined upon the occurrence of the Closing in accordance with the terms and conditions of the APA.
"Disputed Amount" has the meaning set forth in Section 4.3(b) hereof.
"Escrow Account" means the segregated trust account established by Escrow Agent at Pinnacle Trust Company to hold the Escrow Amount in accordance with Section 2.3 hereof.
"Escrow Agent" means Pinnacle Trust Company, a trust company duly organized and existing under the laws of the State of New York, with its principal offices located at 40 Wall Street, 16th Floor, New York, NY 10005, and any successor escrow agent appointed in accordance with Section 6.6 hereof.
"Escrow Amount" means Two Million Dollars ($2,000,000), together with all interest, dividends, and other income earned thereon, as such amount may be reduced from time to time by disbursements made in accordance with the terms of this Agreement.
"Escrow Release Date" means the date that is twelve (12) months after the Closing Date. For the avoidance of doubt, the Escrow Release Date is intended to coincide with the expiration of the survival period for general representations and warranties under Section 9.1 of the APA.
"Holdback Amount" has the meaning set forth in Section 5.2 hereof.
"Indemnification Basket" means One Hundred Eighty Thousand Dollars ($180,000), representing one percent (1%) of the Purchase Price. The Indemnification Basket operates as a tipping basket as further described in the APA, meaning that once aggregate Losses (as defined in the APA) exceed the Indemnification Basket amount, the Buyer Indemnified Parties may recover Losses from the first dollar of such Losses.
"Indemnification Cap" means Four Million Five Hundred Thousand Dollars ($4,500,000), representing twenty-five percent (25%) of the Purchase Price, which constitutes the maximum aggregate liability of Seller and the Seller Principals for indemnification obligations under Article IX of the APA (subject to the exceptions set forth therein).
"Joint Written Instructions" means a written instruction signed by both the Buyer Representative and the Seller Representative (or their respective designees as identified in accordance with Section 10.3 hereof), directing Escrow Agent to take a specified action with respect to the Escrow Amount, substantially in the form attached hereto as Exhibit C.
"Pending Claims" means Claims that have been asserted by delivery of a Claim Notice to the Escrow Agent and Seller in accordance with Section 4.2 hereof but that have not been finally resolved (whether by Joint Written Instructions, settlement, final court order, or otherwise) as of the applicable date of determination.
"Permitted Investments" has the meaning set forth in Section 3.1 hereof.
"Purchase Price" means Eighteen Million Dollars ($18,000,000), as such amount may be adjusted in accordance with the terms of the APA.
"Response Notice" has the meaning set forth in Section 4.3 hereof.
"Response Period" has the meaning set forth in Section 4.3 hereof.
"Seller" means Voss Chemical Industries, Inc., a New York corporation, with its principal offices located at 790 Niagara Falls Boulevard, Tonawanda, NY 14150.
"Seller Principals" means Frederick G. Voss and Elena M. Voss, individually.
"Seller Representative" means the authorized representative of Seller designated pursuant to Section 10.1 hereof.
"Seller's Counsel" means Langford, Crewe & Cascade Insurance Brokers, located at 120 Delaware Avenue, Suite 900, Buffalo, NY 14202.
"Trust Officer" means Rachel Underwood, Trust Officer, Pinnacle Trust Company, or such other officer of Pinnacle Trust Company as may be designated from time to time by Escrow Agent by written notice to Buyer and Seller.
Section 1.2 Rules of Construction. Unless the context otherwise requires: (a) the singular includes the plural and the plural includes the singular; (b) references to any gender include each other gender; (c) the words "include," "includes," and "including" are not limiting; (d) references to "Sections," "Articles," "Schedules," and "Exhibits" are to the sections, articles, schedules, and exhibits of this Agreement; and (e) references to "days" mean calendar days unless "business days" are expressly specified.
ARTICLE 2: ESTABLISHMENT OF ESCROW; DEPOSIT
Section 2.1 Appointment of Escrow Agent. Buyer and Seller hereby appoint Pinnacle Trust Company as Escrow Agent under this Agreement, and Escrow Agent hereby accepts such appointment, subject to the terms and conditions set forth herein. This engagement shall be identified and tracked under Reference No. PT-2023-00418. Escrow Agent agrees to hold, invest, and disburse the Escrow Amount solely in accordance with the terms and conditions of this Agreement. Escrow Agent shall have no duties or responsibilities other than those expressly set forth herein, and no implied duties or obligations shall be read into this Agreement.
Section 2.2 Deposit of Escrow Amount. On the Closing Date, Buyer shall cause the sum of Two Million Dollars ($2,000,000) to be deposited by wire transfer of immediately available funds into the Escrow Account established by Escrow Agent, in accordance with the wire transfer instructions set forth in Schedule A attached hereto and incorporated herein by reference. The Escrow Amount represents a portion of the Purchase Price payable by Buyer to Seller under the APA and shall be held, invested, and disbursed by Escrow Agent solely in accordance with the terms and conditions of this Agreement. Escrow Agent shall promptly notify Buyer and Seller in writing upon receipt of the Escrow Amount into the Escrow Account. In the event that the Escrow Amount is not received by the Escrow Agent within two (2) business days following the Closing Date, Escrow Agent shall promptly notify Buyer and Seller of such non-receipt, and Escrow Agent shall have no liability or obligation with respect to any failure of Buyer to fund the Escrow Account.
Section 2.3 Escrow Account. Escrow Agent shall establish and maintain a segregated escrow account at Pinnacle Trust Company, which shall be designated as "Pinnacle Trust Company, as Escrow Agent — Crestline/Voss Escrow, Ref: PT-2023-00418." The Escrow Account shall be maintained separate and apart from the general funds and assets of Escrow Agent and from the funds and assets of any other escrow or trust account administered by Escrow Agent. The Escrow Amount shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any party hereto (other than as expressly set forth in Section 7.3 hereof), and Escrow Agent shall not voluntarily grant any security interest in, or otherwise encumber, the Escrow Account or the Escrow Amount.
Section 2.4 Tax Identification. For all federal, state, and local tax reporting purposes, the Escrow Amount and any income earned thereon shall be treated as owned by Seller. Seller's Employer Identification Number is 16-2847103. Seller shall be solely responsible for the timely payment of all income taxes, if any, on any interest, dividends, or other investment earnings accruing on or credited to the Escrow Amount. Escrow Agent shall report all income earned on the Escrow Amount to the Internal Revenue Service and applicable state and local taxing authorities under Seller's taxpayer identification number (EIN: 16-2847103). Seller shall provide Escrow Agent with a properly completed Internal Revenue Service Form W-9 (or any successor form) on or prior to the Closing Date and shall update such form as necessary to reflect any changes. In the event that Seller fails to provide a properly completed Form W-9, Escrow Agent shall be authorized to withhold taxes from earnings on the Escrow Amount to the extent required by applicable law, and Escrow Agent shall have no liability to Seller or any other party with respect to such withholding.
ARTICLE 3: INVESTMENT OF ESCROW FUNDS
Section 3.1 Investment Direction. Escrow Agent shall invest and reinvest the Escrow Amount and any earnings thereon in one or more of the following permitted investments (collectively, "Permitted Investments") as jointly directed in writing by Buyer and Seller, or, in the absence of such joint written direction within five (5) business days following the deposit of the Escrow Amount (or following the maturity or liquidation of any prior Permitted Investment), as selected by Escrow Agent in its sole discretion from the following:
(a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (including United States Treasury bills, notes, and bonds), in each case maturing within ninety (90) days of the date of acquisition;
(b) Money market deposit accounts or certificates of deposit issued by any commercial bank organized under the laws of the United States of America, any state thereof, or the District of Columbia, which has combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000), in each case maturing within ninety (90) days of the date of acquisition;
(c) Money market mutual funds that are registered under the Investment Company Act of 1940, as amended, and that are rated at least "AAAm" (or the equivalent rating) by a nationally recognized statistical rating organization (as defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended);
(d) Such other investments as may be jointly directed in writing by Buyer and Seller, provided that Escrow Agent may, in its sole discretion, decline to invest in any such other investment if Escrow Agent determines that such investment is not appropriate for an escrow account of this nature.
In the absence of any investment direction from Buyer and Seller, and pending the receipt of such direction, Escrow Agent may hold the Escrow Amount in the money market deposit account maintained by Pinnacle Trust Company at such rates of interest as may be in effect from time to time for escrow accounts of a similar nature.
Section 3.2 Investment Earnings. All interest, dividends, and other income earned on the Escrow Amount (collectively, "Investment Earnings") shall be added to and become a part of the Escrow Amount for all purposes of this Agreement, including for purposes of the definitions of "Escrow Amount" and "Holdback Amount" set forth herein and for purposes of the disbursement provisions set forth in Articles 4 and 5 hereof. Investment Earnings shall be disbursed together with the principal of the Escrow Amount in accordance with the applicable provisions of this Agreement.
Section 3.3 Investment Risk. Buyer and Seller acknowledge and agree that Escrow Agent shall not be liable or responsible for any loss of principal or income resulting from any investment or reinvestment of the Escrow Amount made in accordance with the provisions of this Article 3, including, without limitation, any losses resulting from market fluctuations, changes in interest rates, the default or insolvency of any issuer, depository institution, or counterparty, or any decline in the value of any Permitted Investment. Buyer and Seller further acknowledge that Escrow Agent is not acting as an investment advisor and makes no representations or warranties with respect to the rate of return, performance, or credit quality of any Permitted Investment.
Section 3.4 Liquidation. Escrow Agent is hereby authorized and directed to sell, redeem, or liquidate any Permitted Investments held in the Escrow Account as necessary to make any disbursement required under this Agreement, without regard to any investment loss, early withdrawal penalty, or other cost that may result from such sale, redemption, or liquidation. Escrow Agent shall not be liable for any diminution in value of the Escrow Amount resulting from such liquidation. To the extent that any Permitted Investment matures or is liquidated and the proceeds thereof are not immediately required for disbursement, Escrow Agent shall reinvest such proceeds in Permitted Investments in accordance with Section 3.1 hereof.
ARTICLE 4: CLAIMS PROCEDURES; DISBURSEMENT OF ESCROW AMOUNT UPON CLAIMS
Section 4.1 Indemnification Claims Under the APA. The parties hereby acknowledge and agree that the Escrow Amount secures the indemnification obligations of Seller and the Seller Principals under Article IX of the APA, including, without limitation, obligations arising from breaches of representations, warranties, covenants, and agreements of Seller and the Seller Principals set forth therein. The parties further acknowledge that:
(i) the Indemnification Basket under the APA is One Hundred Eighty Thousand Dollars ($180,000), representing one percent (1%) of the Purchase Price, and such basket operates as a "tipping basket," such that once the aggregate amount of Losses (as defined in the APA) incurred by the Buyer Indemnified Parties equals or exceeds the Indemnification Basket amount, the Buyer Indemnified Parties shall be entitled to recover all such Losses from the first dollar thereof (and not merely the excess over the Indemnification Basket); and
(ii) the aggregate Indemnification Cap for all Claims under the APA (other than claims arising from Fundamental Representations (as defined in the APA) and claims based on fraud) is Four Million Five Hundred Thousand Dollars ($4,500,000), representing twenty-five percent (25%) of the Purchase Price, of which the Escrow Amount constitutes a portion but does not represent the maximum exposure of Seller and the Seller Principals.
For the avoidance of doubt, the Escrow Amount is not the exclusive source of recovery for the Buyer Indemnified Parties under the APA, and nothing herein shall be construed to limit the rights of the Buyer Indemnified Parties to seek indemnification directly from Seller or the Seller Principals in accordance with the terms of the APA to the extent that the Escrow Amount is insufficient to satisfy any Claim.
Section 4.2 Delivery of Claim Notice. To assert a Claim against the Escrow Amount, Buyer shall deliver a written claim notice (a "Claim Notice") to the Escrow Agent and to Seller (with a copy to Seller's Counsel) in the form attached hereto as Exhibit A, setting forth in reasonable detail:
(a) a description of the Claim, including the nature of the alleged breach, loss, or liability giving rise to such Claim;
(b) the specific provision(s) of the APA under which the Claim arises (including identification of the representation, warranty, covenant, or agreement alleged to have been breached);
(c) the dollar amount of the Claim (or, if such amount has not been finally determined as of the date of the Claim Notice, a good faith estimate of the anticipated amount of such Claim) (the "Claimed Amount"); and
(d) a statement as to whether the Claim arises from or relates to a claim, demand, suit, proceeding, or action asserted by any third party against any Buyer Indemnified Party (a "Third-Party Claim"), and, if so, a reasonable description of such Third-Party Claim and the status thereof.
A Claim Notice may be delivered at any time on or prior to the Escrow Release Date (or, with respect to Claims relating to Fundamental Representations or fraud, at any time prior to the expiration of the applicable survival period set forth in the APA). A Claim Notice that is deficient in any material respect may be supplemented by Buyer by delivery of a supplemental Claim Notice to Escrow Agent and Seller; provided that any such supplement shall not extend the Response Period applicable to the original Claim Notice except with respect to new matters raised in such supplement.
Section 4.3 Response Period. Seller shall have thirty (30) calendar days following receipt of a Claim Notice (the "Response Period") to deliver a written response (a "Response Notice") to the Escrow Agent and to Buyer (with a copy to Buyer's Counsel) in the form attached hereto as Exhibit B, setting forth either:
(a) an acceptance of the Claim in whole or in part, specifying the amount that Seller agrees is properly payable from the Escrow Amount; or
(b) an objection to the Claim in whole or in part, specifying in reasonable detail the factual and legal grounds for such objection and the amount, if any, that Seller contends is not properly payable from the Escrow Amount (the "Disputed Amount").
If Seller fails to deliver a Response Notice within the Response Period, Seller shall be deemed to have accepted the Claim in its entirety, and the Claimed Amount shall be treated as an undisputed amount for purposes of Section 4.4 hereof.
Section 4.4 Payment of Undisputed Claims. In the event that Seller delivers a Response Notice accepting the Claim in whole, or in the event that Seller fails to deliver a Response Notice within the Response Period (in which case the Claim shall be deemed accepted), Escrow Agent shall, within five (5) business days following the earlier of (i) Escrow Agent's receipt of Seller's Response Notice accepting the Claim and (ii) the expiration of the Response Period, disburse the Claimed Amount (or the accepted portion thereof, as applicable) from the Escrow Account to Buyer by wire transfer of immediately available funds to the account designated in Schedule B attached hereto. In no event shall the amount disbursed to Buyer pursuant to this Section 4.4 exceed the then-remaining balance of the Escrow Account.
Section 4.5 Payment of Partially Disputed Claims. If Seller delivers a Response Notice accepting a portion of the Claimed Amount and disputing the remainder, Escrow Agent shall, within five (5) business days following receipt of such Response Notice, disburse the undisputed portion of the Claimed Amount to Buyer by wire transfer of immediately available funds to the account designated in Schedule B hereto. Escrow Agent shall retain the Disputed Amount in the Escrow Account pending resolution of such dispute in accordance with Section 4.7 hereof. In no event shall the undisputed amount disbursed to Buyer pursuant to this Section 4.5 exceed the then-remaining balance of the Escrow Account.
Section 4.6 Fully Disputed Claims. In the event that Seller delivers a Response Notice objecting to the entirety of the Claimed Amount, Escrow Agent shall retain the full Claimed Amount in the Escrow Account pending resolution of such dispute in accordance with Section 4.7 hereof. Escrow Agent shall not disburse any portion of the Claimed Amount unless and until it receives Joint Written Instructions or a final, non-appealable order of a court of competent jurisdiction directing such disbursement.
Section 4.7 Resolution of Disputes.
(a) Good Faith Negotiation. Buyer and Seller shall attempt in good faith to resolve any Disputed Amount by negotiation for a period of thirty (30) calendar days following Escrow Agent's receipt of the Response Notice giving rise to such Disputed Amount. During such negotiation period, the authorized representatives of Buyer and Seller designated in Section 10.1 hereof (or their respective designees) shall meet and confer (in person, by telephone, or by videoconference, as mutually agreed) at least once during such period to discuss the Disputed Amount and attempt to reach a resolution.
(b) Binding Resolution. If Buyer and Seller are unable to resolve the Disputed Amount within the thirty (30)-day negotiation period set forth in clause (a) above, either party may submit the dispute to binding resolution in accordance with the dispute resolution provisions set forth in the APA, including, without limitation, submission to binding arbitration or litigation before the courts of competent jurisdiction in the State of New York, as applicable under the terms of the APA and this Agreement. The prevailing party in any such proceeding shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party, to the extent permitted by the APA.
(c) Disbursement Upon Resolution. Upon receipt of Joint Written Instructions or a certified copy of a final, non-appealable order, judgment, or decree of a court of competent jurisdiction (or an arbitral award confirmed by a court of competent jurisdiction, as applicable) directing the disposition of the Disputed Amount (or any portion thereof), Escrow Agent shall disburse the applicable amount from the Escrow Account in accordance with such Joint Written Instructions or court order within five (5) business days of receipt thereof.
Section 4.8 Escrow Agent's Role in Disputes. Escrow Agent shall have no duty, obligation, or responsibility to resolve, adjudicate, or mediate any dispute between Buyer and Seller regarding any Claim, Claimed Amount, Disputed Amount, or any other matter arising under the APA or this Agreement. Escrow Agent shall act solely upon receipt of Joint Written Instructions or a final, non-appealable order of a court of competent jurisdiction and shall not be required or expected to determine the merits, validity, or propriety of any Claim or any objection thereto. Escrow Agent shall not be liable or responsible for any delay in the disbursement of the Escrow Amount resulting from any dispute between Buyer and Seller.
ARTICLE 5: RELEASE OF ESCROW AMOUNT
Section 5.1 Scheduled Release. On the Escrow Release Date (i.e., the date that is twelve (12) months after the Closing Date), Escrow Agent shall release and disburse the Escrow Amount (together with all accrued and unpaid Investment Earnings thereon) then remaining in the Escrow Account to Seller by wire transfer of immediately available funds to the account designated in Schedule C attached hereto; provided, however, that such release and disbursement shall be subject to the holdback provisions set forth in Sections 5.2 and 5.3 hereof. For purposes of illustration, if the Closing Date is January 20, 2023, the Escrow Release Date would be January 20, 2024. The twelve (12)-month escrow period is intended to coincide with the expiration of the survival period for general representations and warranties of Seller under the APA.
Buyer shall deliver written confirmation to Escrow Agent, no later than five (5) business days prior to the Escrow Release Date, specifying whether any Claims are pending as of such date and identifying any Pending Claims. In the event Buyer fails to deliver such written confirmation, Escrow Agent shall be entitled (but not required) to send written notice to Buyer requesting such confirmation, and Escrow Agent may delay the release of the Escrow Amount for up to ten (10) business days pending receipt of such confirmation. If Buyer fails to respond within such additional period, Escrow Agent shall release the Escrow Amount to Seller in accordance with this Section 5.1.
Section 5.2 Holdback for Pending Claims. If, as of the Escrow Release Date, there are any Pending Claims (i.e., Claims that have been asserted by delivery of a Claim Notice in accordance with Section 4.2 hereof but that have not been finally resolved as of such date), Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate Claimed Amounts of all such Pending Claims (the "Holdback Amount"). The Holdback Amount shall continue to be held, invested, and administered by Escrow Agent in accordance with the terms of this Agreement. The remainder of the Escrow Amount (if any) in excess of the Holdback Amount (including any Investment Earnings allocable thereto) shall be released and disbursed to Seller on the Escrow Release Date in accordance with Section 5.1 hereof.
For the avoidance of doubt, if the aggregate Claimed Amounts of all Pending Claims equal or exceed the then-remaining balance of the Escrow Account, no portion of the Escrow Amount shall be released to Seller on the Escrow Release Date, and the entire remaining balance of the Escrow Account shall constitute the Holdback Amount.
Section 5.3 Subsequent Release of Holdback Amount. As each Pending Claim is finally resolved (whether by delivery of Joint Written Instructions, settlement, mutual agreement, or by a final, non-appealable order, judgment, or decree of a court of competent jurisdiction):
(a) Escrow Agent shall disburse the resolved Claimed Amount (or such portion thereof as is specified in the applicable Joint Written Instructions or court order) to Buyer or Seller, as applicable, within five (5) business days following Escrow Agent's receipt of Joint Written Instructions or a certified copy of such final court order directing such disbursement; and
(b) Any portion of the Holdback Amount that is not required to satisfy the resolved Claim (including any excess over the amount finally determined to be owed to Buyer, if applicable) shall be released and disbursed to Seller by wire transfer of immediately available funds to the account designated in Schedule C hereto, promptly following the resolution of such Pending Claim, and in any event within five (5) business days of such resolution.
Section 5.4 Final Release. Once all Pending Claims have been finally resolved and all disbursements required pursuant to this Article 5 and Article 4 hereof have been made, Escrow Agent shall release any remaining balance of the Escrow Amount (including all accrued and unpaid Investment Earnings thereon) to Seller by wire transfer of immediately available funds to the account designated in Schedule C hereto, within five (5) business days following the final resolution of the last Pending Claim. Upon such final disbursement, the Escrow Account shall be closed and terminated, and Escrow Agent shall have no further obligations or liability under this Agreement (except as expressly provided in Article 11 with respect to surviving provisions).
Section 5.5 Early Release. At any time prior to the Escrow Release Date, Buyer and Seller may deliver Joint Written Instructions to Escrow Agent directing Escrow Agent to release all or any specified portion of the Escrow Amount to Seller (or to such other party or account as may be specified in such Joint Written Instructions). Upon receipt of such Joint Written Instructions, Escrow Agent shall comply with such instructions and disburse the specified amount within five (5) business days of receipt thereof by wire transfer of immediately available funds to the account designated in such Joint Written Instructions. Any early release of the Escrow Amount shall not affect the rights of Buyer to assert Claims with respect to the remaining Escrow Amount in accordance with Article 4 hereof.
ARTICLE 6: ESCROW AGENT'S DUTIES, RIGHTS, AND PROTECTIONS
Section 6.1 Duties Limited. Escrow Agent's duties and obligations under this Agreement shall be limited solely and exclusively to those expressly set forth in this Agreement. Escrow Agent undertakes to perform only such duties as are specifically provided for herein, and no implied duties, covenants, or obligations shall be read into this Agreement against or on the part of Escrow Agent. Escrow Agent shall not be deemed a fiduciary of Buyer, Seller, the Seller Principals, or any other person or entity, except in its limited capacity as escrow agent with respect to the Escrow Amount as expressly set forth herein. Escrow Agent has no duty or obligation to enforce any obligation of any person under the APA or any other agreement or instrument, and Escrow Agent shall not be bound by or deemed to have notice of any provision of the APA or any other agreement between Buyer and Seller (other than this Agreement) unless and until a copy of such provision is delivered to Escrow Agent and Escrow Agent expressly agrees in writing to be bound thereby.
Section 6.2 Reliance on Documents. Escrow Agent shall be entitled to rely upon, and shall be fully protected in acting or refraining from acting upon, any written notice, instruction, request, certificate, direction, or other document or communication believed by it in good faith to be genuine and to have been signed or presented by the proper person or persons. Escrow Agent shall not be required to make any independent investigation or inquiry into the facts or matters stated in any such document or communication and shall not be required to inquire into the authority of any person executing or delivering the same.
Section 6.3 No Investigation. Escrow Agent shall not be required to investigate, determine, or take cognizance of any event of default, breach, or nonperformance under the APA or any other agreement between or among Buyer, Seller, or the Seller Principals, and shall not be required to verify, confirm, or otherwise investigate the accuracy, completeness, or validity of any statement, representation, certification, or other information contained in any Claim Notice, Response Notice, Joint Written Instructions, or other document delivered to Escrow Agent pursuant to this Agreement. Escrow Agent shall be entitled to assume that all statements and representations contained in any such document are true and correct absent actual knowledge to the contrary.
Section 6.4 Conflicting Claims; Interpleader. In the event that Escrow Agent receives conflicting claims, demands, or instructions with respect to the Escrow Amount, or in the event that Escrow Agent is in doubt or uncertainty as to its duties, rights, or obligations under this Agreement, Escrow Agent may, in its sole discretion and at its option:
(a) refrain from taking any action whatsoever (other than to continue to safekeep the Escrow Amount and to invest the same in accordance with Article 3 hereof) until such conflicting claims, demands, or instructions are resolved to Escrow Agent's reasonable satisfaction by Joint Written Instructions or by a final, non-appealable order, judgment, or decree of a court of competent jurisdiction; or
(b) deposit or interplead the Escrow Amount (or any portion thereof that is the subject of such conflict or uncertainty) into the registry of any court of competent jurisdiction in the State of New York located in the County of New York (or the United States District Court for the Southern District of New York) by way of a bill or action of interpleader, in which case Escrow Agent shall thereupon be fully released and discharged from all further obligations, duties, and liabilities under this Agreement with respect to the Escrow Amount so deposited.
The costs and expenses of any interpleader action (including reasonable attorneys' fees and court costs) shall be borne jointly and severally by Buyer and Seller and shall be reimbursed to Escrow Agent in accordance with Section 7.2 hereof.
Section 6.5 Legal Counsel. Escrow Agent may consult with its own legal counsel (which may be internal counsel or outside counsel) at any time in connection with any question, dispute, or uncertainty arising under or in connection with this Agreement, and Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith upon the advice of such counsel. The reasonable fees and expenses of such counsel shall be reimbursable expenses under Section 7.2 hereof.
Section 6.6 Successor Escrow Agent. Escrow Agent may resign at any time by giving not less than thirty (30) days' prior written notice of such resignation to Buyer and Seller. Upon receipt of such notice, Buyer and Seller shall jointly appoint a successor escrow agent within such thirty (30)-day notice period. If Buyer and Seller fail to appoint a successor escrow agent within such thirty (30)-day period, Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor escrow agent, or may deposit the Escrow Amount into the registry of such court, and Escrow Agent shall thereupon be fully released and discharged from all further obligations, duties, and liabilities under this Agreement. Any successor escrow agent appointed hereunder shall have all of the rights, powers, duties, and obligations of Escrow Agent under this Agreement, and all references herein to "Escrow Agent" shall be deemed to include such successor escrow agent. The appointment of a successor escrow agent shall be effective upon the successor's written acceptance of such appointment and receipt of the Escrow Amount transferred from the predecessor Escrow Agent.
ARTICLE 7: ESCROW AGENT FEES AND EXPENSES
Section 7.1 Fees. Buyer and Seller shall each pay one-half (50%) of the Escrow Agent's fees for its services under this Agreement, as set forth in the fee schedule attached hereto as Schedule D. Such fees include, without limitation:
(a) an initial acceptance and setup fee, payable upon execution of this Agreement;
(b) an annual administration fee, payable in advance on the Closing Date and on each anniversary thereof during the term of this Agreement; and
(c) a transaction or disbursement fee, payable upon each disbursement from the Escrow Account.
In the event that either Buyer or Seller fails to pay its share of the Escrow Agent's fees when due, the other party may (but shall not be obligated to) pay such amount on behalf of the defaulting party, and the defaulting party shall reimburse the paying party for such amount within ten (10) business days of written demand therefor.
Section 7.2 Expenses. Buyer and Seller shall jointly and equally reimburse Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by Escrow Agent in connection with the performance of its duties under this Agreement, including, without limitation, reasonable legal fees and expenses (whether of internal or outside counsel), court costs, filing fees, expenses incurred in connection with any interpleader action, and other costs and charges reasonably incurred in connection with the administration of the Escrow Account. Escrow Agent shall provide Buyer and Seller with reasonable documentation of such expenses upon request.
Section 7.3 Lien. Escrow Agent shall have a first-priority lien on the Escrow Amount (including Investment Earnings thereon) for its unpaid fees and expenses hereunder; provided, however, that Escrow Agent shall provide not less than ten (10) business days' prior written notice to Buyer and Seller before exercising any such lien, and Buyer and Seller shall have the opportunity to cure any payment default within such notice period before Escrow Agent may exercise its lien rights. The exercise of any such lien shall be without prejudice to Escrow Agent's right to seek reimbursement directly from Buyer and Seller in accordance with Sections 7.1 and 7.2 hereof.
ARTICLE 8: INDEMNIFICATION OF ESCROW AGENT; LIMITATION OF LIABILITY
Section 8.1 Indemnification by Buyer and Seller. Buyer and Seller, jointly and severally, shall indemnify, defend, and hold harmless Escrow Agent and its officers, directors, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, costs, damages, claims, liabilities, judgments, settlements, fines, penalties, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Escrow Agent Losses") arising out of or in connection with this Agreement, the Escrow Account, or the Escrow Agent's acceptance of its appointment or performance of (or failure to perform) its duties hereunder, except to the extent that such Escrow Agent Losses are finally determined by a court of competent jurisdiction (in a final, non-appealable judgment) to have been caused by Escrow Agent's own gross negligence, willful misconduct, or bad faith. This indemnification obligation shall survive the resignation or removal of Escrow Agent and the termination of this Agreement.
Section 8.2 Limitation of Liability. Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and in accordance with the terms of this Agreement, or for any error of judgment made in good faith by any officer or employee of Escrow Agent, or for any loss or damage to the Escrow Amount (or any portion thereof) resulting from Escrow Agent's compliance with the terms and conditions of this Agreement. In no event shall Escrow Agent be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages of any kind (including lost profits, lost revenue, or lost business opportunities), regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether Escrow Agent has been advised of the possibility of such damages.
Section 8.3 No Liability for Acts of Others. Escrow Agent shall not be responsible or liable for the acts, omissions, defaults, or insolvency of any depository institution, custodian, sub-custodian, issuer, clearing organization, or other third party employed, engaged, or utilized in connection with the investment, safekeeping, or administration of the Escrow Amount or any portion thereof, provided that Escrow Agent has acted in accordance with the investment provisions set forth in Section 3.1 hereof and has not itself acted with gross negligence, willful misconduct, or bad faith in selecting or supervising such third party.
Section 8.4 Force Majeure. Escrow Agent shall not be liable for any delays or failures in the performance of its duties or obligations under this Agreement resulting from acts of God, fire, flood, earthquake, hurricane, or other natural disasters, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, government order, law, or action, national or regional emergency, epidemics, pandemics, strikes, work stoppages, or other labor disputes, failure or disruption of communication or power systems, failure of computer or electronic equipment or software, or other events or circumstances beyond Escrow Agent's reasonable control, regardless of the foreseeability of such event or circumstance.
ARTICLE 9: REPRESENTATIONS AND WARRANTIES
Section 9.1 Representations of Buyer. Buyer hereby represents and warrants to Escrow Agent and Seller as of the date hereof and as of the Closing Date as follows:
(a) Organization and Standing. Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authority. Buyer has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary limited liability company action on the part of Buyer, and no other proceedings on the part of Buyer are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by Buyer do not and will not (i) violate, conflict with, or result in a breach of, any provision of Buyer's certificate of formation or limited liability company agreement, (ii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to Buyer, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, amendment, acceleration, or cancellation of, any material agreement or instrument to which Buyer is a party or by which Buyer or its properties are bound.
Section 9.2 Representations of Seller. Seller hereby represents and warrants to Escrow Agent and Buyer as of the date hereof and as of the Closing Date as follows:
(a) Organization and Standing. Seller is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.
(b) Authority. Seller has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized by all necessary corporate action on the part of Seller, including approval by Seller's board of directors, and no other corporate proceedings on the part of Seller are necessary to authorize the execution, delivery, or performance of this Agreement.
(c) Enforceability. This Agreement has been duly and validly executed and delivered by Seller and constitutes a legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by Seller do not and will not (i) violate, conflict with, or result in a breach of, any provision of Seller's certificate of incorporation or bylaws, (ii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to Seller, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, amendment, acceleration, or cancellation of, any material agreement or instrument to which Seller is a party or by which Seller or its properties are bound.
Section 9.3 Representations of Escrow Agent. Escrow Agent hereby represents and warrants to Buyer and Seller as of the date hereof as follows:
(a) Organization and Standing. Escrow Agent is a trust company duly organized, validly existing, and in good standing under the laws of the State of New York, and is authorized to act as an escrow agent and to perform fiduciary and trust functions under the laws of the State of New York.
(b) Authority. Escrow Agent has all requisite power and authority to enter into this Agreement and to perform its duties and obligations hereunder. The execution, delivery, and performance of this Agreement by Escrow Agent have been duly authorized by all necessary action on the part of Escrow Agent.
(c) Enforceability. This Agreement has been duly and validly executed and delivered by Escrow Agent and constitutes a legal, valid, and binding obligation of Escrow Agent, enforceable against Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law).
ARTICLE 10: AUTHORIZED REPRESENTATIVES; NOTICES
Section 10.1 Authorized Representatives. Each party hereby designates the following individuals as its authorized representatives for purposes of delivering and receiving all notices, Claim Notices, Response Notices, Joint Written Instructions, and other communications under this Agreement:
Buyer Representative:
Derek Amato, General Counsel Crestline Packaging Solutions LLC 4100 Rockside Road, Suite 300 Independence, OH 44131 Telephone: (216) 555-8200
Email: damato@crestlinepackaging.com
with a copy (which shall not constitute notice) to:
Harrison Wexford, Esq. Calderwood & Harkness LLP 1114 Avenue of the Americas, 32nd Floor New York, NY 10036 Telephone: (212) 555-6400
Email: hwexford@calderwoodharkness.com
Seller Representative:
Frederick G. Voss, President Voss Chemical Industries, Inc. 790 Niagara Falls Boulevard Tonawanda, NY 14150 Telephone: (716) 555-3100
Email: fvoss@vosschemical.com
with a copy (which shall not constitute notice) to:
Patricia Okonkwo, Esq. Langford, Crewe & Cascade Insurance Brokers 120 Delaware Avenue, Suite 900 Buffalo, NY 14202 Telephone: (716) 555-7800
Email: pokonkwo@lcmlaw.com
Escrow Agent Representative:
Rachel Underwood, Trust Officer Pinnacle Trust Company 40 Wall Street, 16th Floor New York, NY 10005 Telephone: (212) 555-9300
Email: runderwood@pinnacletrust.com
Section 10.2 Manner of Notices. All notices, instructions, requests, demands, Claim Notices, Response Notices, Joint Written Instructions, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective:
(a) when delivered personally (including by messenger or courier), upon receipt;
(b) when sent by certified or registered mail, return receipt requested, postage prepaid, through the United States Postal Service, three (3) business days after deposit in the United States mail;
(c) when sent by nationally recognized overnight courier service (such as Sundial Data Systems, Halcyon Partners LLC, or Tarrant & Co.), one (1) business day after deposit with such courier service, with delivery charges prepaid; or
(d) when sent by electronic mail (email), upon transmission, provided that the sender receives electronic confirmation of receipt (e.g., read receipt or reply acknowledgment from the recipient) and that a copy of such notice is sent concurrently by one of the methods described in clauses (a), (b), or (c) above;
in each case, to the addresses and attention lines set forth in Section 10.1 hereof, or to such other address or attention line as a party may from time to time designate by written notice to the other parties in accordance with this Section 10.2.
Section 10.3 Change of Representatives. Any party may change its authorized representative or notice address by providing not less than five (5) business days' prior written notice to the other parties hereto in accordance with Section 10.2 hereof, specifying the name, title, address, telephone number, and email address of the new authorized representative or the new notice address, as applicable. Such change shall be effective upon receipt of such notice by the other parties.
ARTICLE 11: TERMINATION
Section 11.1 Termination. This Agreement shall terminate automatically and without further action by any party upon the final distribution and disbursement of all funds (including principal and Investment Earnings) held in the Escrow Account in accordance with the terms and conditions set forth herein. Upon such termination, the Escrow Account shall be closed, and Escrow Agent shall provide written confirmation of such closure to Buyer and Seller within five (5) business days.
Section 11.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 11.1, the following provisions shall survive such termination and shall remain in full force and effect: Article 7 (Escrow Agent Fees and Expenses), Article 8 (Indemnification of Escrow Agent; Limitation of Liability), and Article 12 (General Provisions). In addition, any rights, obligations, or liabilities of any party that have accrued prior to the date of termination shall survive such termination.
ARTICLE 12: GENERAL PROVISIONS
Section 12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 12.2 Jurisdiction; Venue. Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York located in the County of New York and the United States District Court for the Southern District of New York for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each party irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such suit, action, or proceeding in any such court and any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. Process in any such suit, action, or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process upon such party by mail in accordance with Section 10.2 hereof shall be deemed effective service of process.
Section 12.3 Entire Agreement. This Agreement, together with the APA and the other Transaction Documents (as defined in the APA), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, agreements, understandings, and arrangements (whether written or oral) among the parties with respect to such subject matter. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the APA with respect to the Escrow Amount, the terms and conditions of this Agreement shall govern and control as between the parties hereto (including Escrow Agent), without prejudice to the rights and obligations of Buyer and Seller under the APA as between themselves.
Section 12.4 Amendments; Waivers. This Agreement may not be amended, supplemented, modified, or waived, in whole or in part, except by a written instrument duly executed by all three parties hereto (Buyer, Seller, and Escrow Agent). No failure or delay by any party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and are not exclusive of any other rights or remedies available at law or in equity.
Section 12.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign, delegate, or transfer its rights, interests, or obligations under this Agreement without the prior written consent of the other parties hereto; provided, however, that Buyer may, without the consent of Seller or Escrow Agent, assign or pledge its rights (but not its obligations) under this Agreement to (i) any affiliate of Buyer (including any direct or indirect parent entity or subsidiary), or (ii) Great Lakes Commerce Bank, N.A. (or any successor administrative agent), in its capacity as administrative agent under Buyer's senior secured credit facility, as collateral security for the obligations of Buyer under such credit facility. Any such assignment or pledge shall not relieve Buyer of its obligations under this Agreement. Any purported assignment in violation of this Section 12.5 shall be null and void.
Section 12.6 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions shall continue in full force and effect and the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Section 12.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature format complying with the U.S. federal ESIGN Act of 2000, the New York Electronic Signatures and Records Act, or other applicable law), or other transmission method, and any counterpart so delivered shall be deemed to be duly and validly delivered and shall be valid and effective for all purposes. Electronic signatures shall be deemed original signatures for all purposes of this Agreement.
Section 12.8 No Third-Party Beneficiaries. Except as expressly provided herein with respect to the Escrow Agent Indemnified Parties under Section 8.1 and the Buyer Indemnified Parties as contemplated by the APA, nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement.
Section 12.9 Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not affect in any way the meaning, interpretation, or construction of any provision of this Agreement.
Section 12.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ESCROW ACCOUNT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 12.10.
[Signature Pages Follow]
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed and delivered as of the date first written above.
CRESTLINE PACKAGING SOLUTIONS LLC (Buyer)
By: ________
Name: Thomas R. Ellison
Title: Chief Executive Officer
Date: January 12, 2023
VOSS CHEMICAL INDUSTRIES, INC. (Seller)
By: ________
Name: Frederick G. Voss
Title: President
Date: January 12, 2023
PINNACLE TRUST COMPANY (Escrow Agent)
By: ________
Name: Rachel Underwood
Title: Trust Officer
Date: January 12, 2023
SCHEDULE A
ESCROW ACCOUNT WIRE TRANSFER INSTRUCTIONS (For Deposit of Escrow Amount)
The following wire transfer instructions shall be used by Buyer to deposit the Escrow Amount into the Escrow Account on the Closing Date:
Note: Buyer shall notify Escrow Agent (Attention: Rachel Underwood) and Seller by email on the Closing Date upon initiation of the wire transfer. Escrow Agent shall confirm receipt of funds to both Buyer and Seller promptly upon receipt.
SCHEDULE B
BUYER WIRE TRANSFER INSTRUCTIONS (For Claim Disbursements to Buyer)
The following wire transfer instructions shall be used by Escrow Agent for all disbursements from the Escrow Account to Buyer in connection with Claims:
Note: Buyer may update the foregoing wire transfer instructions by delivering written notice to Escrow Agent and Seller in accordance with Section 10.2 of the Agreement, signed by Buyer's authorized representative, at least five (5) business days prior to the requested effective date of such change.
SCHEDULE C
SELLER WIRE TRANSFER INSTRUCTIONS (For Escrow Release to Seller)
The following wire transfer instructions shall be used by Escrow Agent for all disbursements from the Escrow Account

ESCROW AGREEMENT

RECITALS

ARTICLE 1: DEFINITIONS

ARTICLE 3: INVESTMENT OF ESCROW FUNDS

ARTICLE 5: RELEASE OF ESCROW AMOUNT

ARTICLE 6: ESCROW AGENT'S DUTIES, RIGHTS, AND PROTECTIONS

ARTICLE 7: ESCROW AGENT FEES AND EXPENSES

ARTICLE 9: REPRESENTATIONS AND WARRANTIES

ARTICLE 11: TERMINATION

ARTICLE 12: GENERAL PROVISIONS

SCHEDULE A

SCHEDULE B

SCHEDULE C

Record

Parties

Dates

Amounts